UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 31, 2019 (May 30, 2019)

WESCO International, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
 
001-14989
(Commission File Number)
 
25-1723342
(IRS Employer
Identification No.)
 
 
 
 
 
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania
(Address of principal executive offices)
 
 
 
15219
(Zip Code)

(412) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
 
Trading Symbol(s)
 
Name of Exchange on which registered
Common Stock, par value $.01 per share
 
WCC
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
 
 
 
 
 
Emerging growth company o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 





Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 30, 2019, WESCO International, Inc. (“WESCO International”) held its Annual Meeting of Stockholders. The following proposals were submitted by the Board of Directors to a vote of the stockholders and the voting tabulations for each matter are as follows:

Proposal 1 – Election of Eight Director Nominees

The following eight Directors were nominated to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2020 or until their successors are otherwise duly elected and qualified. The eight Directors were elected as Directors of WESCO International and the final results of the voting on the proposal were as follows:

Nominee
 
For
 
Withheld
 
Broker Non-Votes
John J. Engel
 
38,184,888
 
1,788,479
 
1,628,343
Matthew J. Espe
 
39,095,982
 
877,385
 
1,628,343
Bobby J. Griffin
 
35,742,998
 
4,230,369
 
1,628,343
John K. Morgan
 
39,360,575
 
612,792
 
1,628,343
Steven A. Raymund
 
39,166,967
 
806,400
 
1,628,343
James L. Singleton
 
38,250,539
 
1,722,828
 
1,628,343
Easwaran Sundaram
 
39,792,833
 
180,534
 
1,628,343
Lynn M. Utter
 
38,619,334
 
1,354,033
 
1,628,343

Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on an advisory (non-binding) basis, the compensation of certain executive officers. There were 37,682,387 votes, or 94% of the total number of votes cast, for this proposal with 2,268,771 votes against it. There were 22,209 abstentions and 1,628,343 broker non-votes.
 
Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as WESCO International’s independent registered public accounting firm for the year ending December 31, 2019

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as WESCO International’s independent registered public accounting firm for the year ending December 31, 2019. There were 40,620,486 votes, or 97% of the total number of votes cast, for this proposal with 972,865 votes against it. There were 8,359 abstentions and no broker non-votes.

    





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WESCO INTERNATIONAL, INC.
By: /s/ David S. Schulz        
David S. Schulz
Senior Vice President and Chief Financial Officer

Dated: May 31, 2019